- Statement of Ownership (SC 13G)
April 15 2011 - 4:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
)*
Medgenics,
Inc.
Common Stock,
par value $0.00001
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(Title of Class of Securities)
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58436Q203
April 13, 2011
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(Date of Event which Requires Filing of this Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The
information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Names of Reporting Persons
I.R.S. Identification
Nos. of above persons (entities only)
Liberty Charitable Remainder
Trust FBO Isaac Blech UAD 01/09/87
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2
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a.
¨
b.
¨
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
New York
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
400,000
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
400,000
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
400,000
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10
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Check Box If the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11
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Percent of Class Represented By
Amount in Row (9)
4.4%
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12
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Type of Reporting Person (See
Instructions)
OO
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1
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Names of Reporting Persons
I.R.S. Identification
Nos. of above persons (entities only)
West Charitable Remainder
Unitrust
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2
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a.
¨
b.
¨
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
New York
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
400,000
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
400,000
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
400,000
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10
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Check Box If the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11
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Percent of Class Represented By
Amount in Row (9)
4.4%
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12
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Type of Reporting Person (See
Instructions)
OO
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1
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Names of Reporting Persons
I.R.S. Identification
Nos. of above persons (entities only)
River Charitable Remainder
Unitrust f/b/o Isaac Blech
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2
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a.
¨
b.
¨
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
New York
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,074,590
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,074,590
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
1,074,590
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10
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Check Box If the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11
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Percent of Class Represented By
Amount in Row (9)
11.4%
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12
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Type of Reporting Person (See
Instructions)
OO
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1
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Names of Reporting Persons
I.R.S. Identification
Nos. of above persons (entities only)
Isaac
Blech
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2
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Check the Appropriate Box If a
Member of a Group (See Instructions)
a.
¨
b.
¨
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
United States of
America
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,874,590
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,874,590
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
1,874,590
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10
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Check Box If the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
¨
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11
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Percent of Class Represented By
Amount in Row (9)
19.9%
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12
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Type of Reporting Person (See
Instructions)
IN
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Item
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1(a)
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Name of Issuer:
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Medgenics, Inc., a Delaware corporation (the
Issuer
)
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1(b)
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Address of the Issuers Principal Executive Offices:
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8000 Towers Crescent Drive, Suite 1300
Vienna, Virgina 22182
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Item
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2(a)
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Name of Person Filing:
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Liberty Charitable Remainder Trust FBO Isaac Blech UAD 01/09/87 (
Liberty
)
West Charitable Remainder Unitrust (
West
)
River Charitable Remainder Unitrust f/b/o Isaac Blech (
River
)
Isaac Blech
(
Mr. Blech
)
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2(b)
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Address of Principal Business Office, or, if None, Residence:
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75 Rockefeller Plaza, 29
th
Floor
New
York, NY 10019
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2(c)
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Citizenship:
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Liberty New York
West New York
River New York
Mr. Blech United States of America
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2(d)
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Title of Class of Securities:
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Common Stock, par value $0.00001
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2(e)
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CUSIP Number:
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58436Q203
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Item 3.
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This statement is filed pursuant to Rule 13d-1(c).
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Item 4.
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Ownership:
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Ownership as of April 13, 2011 is incorporated herein by reference from items (5) (9) and (11) of the cover page of this Schedule 13G.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable.
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Item 9.
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Notice of Dissolution of Group:
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Not applicable.
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Item 10.
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Certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: April 15, 2011
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LIBERTY CHARITABLE REMAINDER TRUST FBO ISAAC BLECH UAD 01/09/87
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By:
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/s/ Isaac Blech
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Name: Isaac Blech
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Title: Trustee
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RIVER CHARITABLE REMAINDER UNITRUST F/B/O ISAAC BLECH
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By:
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/s/ Isaac Blech
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Name: Isaac Blech
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Title: Trustee
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WEST CHARITABLE REMAINDER UNITRUST
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By:
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/s/ Isaac Blech
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Name: Isaac Blech
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Title: Trustee
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/s/ Isaac Blech
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Isaac Blech
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AGREEMENT OF JOINT FILING
The undersigned hereby agree that the Statement on Schedule 13G to which this agreement is attached as an exhibit as well as all future amendments to such Statement, shall be filed jointly on behalf of
each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended.
Date: April 15, 2011
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LIBERTY CHARITABLE REMAINDER TRUST FBO ISAAC BLECH UAD 01/09/87
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By:
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/s/ Isaac Blech
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Name: Isaac Blech
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Title: Trustee
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RIVER CHARITABLE REMAINDER UNITRUST F/B/O ISAAC BLECH
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By:
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/s/ Isaac Blech
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Name: Isaac Blech
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Title: Trustee
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WEST CHARITABLE REMAINDER UNITRUST
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By:
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/s/ Isaac Blech
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Name: Isaac Blech
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Title: Trustee
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/s/ Isaac Blech
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Isaac Blech
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